Mike can't know
by Ned1983
Summary: She is Mike's girlfriend. She is Will's newly adopted sister. So how is it El is falling asleep naked in Will's arms? A simple question leads to new exploration for Will and El. Rated M, Smut warning. Don't like, don't read.
1. Chapter 1

Will wasn't quite sure how he had gotten himself into this mess, all he knew was that Mike could never find out. El was Mike's girlfriend, and she was Will's adopted sister as well. So how was she naked in his bed, falling asleep in his arms? He had only been trying to help answer her questions.

It had all started innocently enough, right after they left Hawkins. She'd been through Hell, and was still coming to terms with everything that had happened and everything she had lost. Many nights she either couldn't sleep, or was awoken by fresh nightmares and needed someone to curl up with until she could calm herself down. Before the move, she had sought out the comfort of Joyce's bed when she just needed someone to hold her. Now that their mom was regularly working late shifts at the diner, El was finding her way to Will's bed more often.

He didn't mind, of course. He knew what she had been through, and it was entirely innocent. She would softly tap at his door, he'd invite her in and she'd curl up in his warm embrace and stay there until she was feeling better. Most nights she would move back to her own bed after a while, but once or twice Joyce had found them like that the next morning. They talked about it and agreed that, while a little unconventional given their age, it was probably harmless as long as they were both comfortable with it. Even Mike knew, and while he wished he could be the one to comfort her in the night, he was glad she wasn't alone and was fine with the arrangement.

Everything changed the night Will got a little too careless. Joyce and Jonathan were both working late and El had gone to bed earlier while Will finished up some homework. As he closed his textbook, his mind was demanding sleep while still buzzing around, and he knew what would take care of that. Walking down the hall toward his room, Will paused outside El's door, trying to gauge if she was asleep or not. In the still house, he could hear the gentle in and out of her breathing. Confident she was asleep, and less likely to be paying him a visit, Will quietly slipped into his room and into bed.

After pealing off his t-shirt, Will settled back against his pillows and slipped a hand down the front of his boxers. Fingers wrapping around his rapidly stiffening cock, his mind began to flash through some of his favorite inspirations: that shy girl from his science class, Emily, the senior cheerleader he got paired with in math, for a brief moment, even Max flashed into his mind. As much as he tried to fight it, his mind fell back to where it always seemed to go these days, and landed on El. He knew it wasn't right, but he couldn't deny he was attracted to her. Living in close quarters as they did, he had occasionally seen her in more revealing moments. Twice now, they'd passed in the hallway as she headed to her room after a shower, body concealed by a towel that barely covered from chest to thighs. Nothing would ever come of it, but he didn't think there was any harm in picturing her.

Kicking back the covers, Will pulled his cock free of his boxers. His hand was working quickly, stroking his shaft to what could have been a rapid conclusion if he wasn't careful. Forcing himself to slow down, he ran back through a favorite fantasy. El would be walking back from the shower. They would bump shoulders as he passed. The towel would fall free. His hand worked faster again. What would she look like, exposed and bare? Would she be embarrassed, or glad he saw her? Would she want to see him? Fingers stroking quickly, precum leaking from the head of his cock, Will pictured her stepping forward to him. She would wrap her arms around him, her soft, damp skin enfolding him. She would lean in, her lips inching closer to his own.

"Will?" El whispered, knocking at the door as she pushed it open. "Can I sleep with you?"

Will's eyes snapped open, realizing the voice wasn't a fantasy in his head. El was standing in his doorway, the sleepy, confused look on her face that usually came from fresh nightmares. In the dim light of the room, he couldn't tell just what she could see as he quickly stuffed his cock back into his shorts.

"Sure, El," Will agreed softly, praying she hadn't seen what he was doing.

With a grateful thanks, El climbed into Will's bed as he arranged the covers over both of them. Settling on her side, her back to Will, El waited as he scooted closer and wrapped an arm around her stomach, sliding the other under her pillow. She liked to be held like this, there was comfort in feeling like she wasn't alone. As she snuggled herself close in Will's embrace, she was unaware of the turmoil running through his mind.

Doing his best to keep his hips back, Will begged his stiff cock to soften again. He had been so close when she came in, and now he was chastising himself for being so careless. If she told Joyce, or started asking questions; no, he didn't want to think about that right now. Right now, his sister needed her brother's help to calm down after a nightmare. Putting it in those terms in his mind, he mercifully began to go limp again and soon both were sleeping.

All the next day, Will lived with the constant fear that she would bring it up, either to him or their mom. Instead, the day passed like any other: he went to school, El stayed home and worked through her home-school texts with Joyce. When he came home, nothing was out of the ordinary. Jonathan got an early dinner on the table then he and Joyce went off to work. El put on some music and read, Will did homework, and the evening passed like normal; he decided he was in the clear after all.

They said goodnight in the hallway and went to their separate rooms. As much as he wanted to continue what he had started the night before, he knew the risk was just too great. Sure enough, ten minutes later El was at his door asking if she could lay down with him again. He was proud of himself for guessing right, though he worried for just how much she was starting to rely on sleeping with him at night. As he lay on his back, El curled up to his side, her head on his shoulder.

"Thank you," she whispered into the dim room.

"Any time, El," he returned, giving her shoulder a reassuring squeeze.

They lay in silence for a few minutes, Will almost drifting off when El finally asked the question she had been dancing around all day.

"What were you doing?" she asked sheepishly, "Last night, when I came in."

Will froze, realizing she had seen after all. While his room was dark, there was a dim glow that made it through the window from the streetlamp outside.

"I'm sorry, El," Will quickly apologized. "I was careless and you shouldn't have seen that."

"But what were you doing?" she asked, still confused.

Will realized he was stuck. He didn't want to be the one to explain this to her, but he also didn't want her ask Joyce. She would ask where the questions came from, and the last thing he wanted was for his mom to know he jerks off. He knew El had received a basic sex-talk, and knew the differences between boys and girls, so he swallowed hard and decided to just go for it.

"I was masturbating," Will admitted, thankful the dark hid the blush rising to his face.

"Mast-tur...?" El said, trying to sound back the new word.

"Masturbating," Will repeated. "Jerking-off. I was touching myself, to make myself feel good."

"Oh," she said, chewing over the thought. "How?"

He was digging himself in deeper and didn't know how to get out.

"When a guy thinks about sex things, his penis gets hard, and then if he rubs it for a while he gets a really good feeling. I do it sometimes because it helps me relax, to get to sleep. But again, I'm really sorry you saw that. It is supposed to be something people do in private, and they don't really talk about it."

El thought for a minute, mulling it over in her mind. She had more questions, but was still trying to sort them out.

"I won't tell," she reassured. "Sorry I came in without waiting for you to tell me it was okay."

"It's alright El, I know it was an accident. And thank you for saying you won't tell."

He gave her another gentle hug with his arm and she settled closer to his side. Soon she drifted off, and Will breathed a sigh of relief; maybe now that she understood, this would be the end of it. Instead, the next night, she was right back in his bed, curled up to his side. This time she hadn't even bothered going to her own room first, to try and sleep. She still had questions, confused about just what Will had been doing. She had only ever seen one penis in her life - Mike's, one time when she found him with her mind and he happened to be in the shower - and she couldn't picture what that appendage would look like hard, and how that would help you sleep.

"Could you show me?" El asked softly, Will spooned up to her back.

"Show you?" he asked, confused.

"Masturbating. Jerk off," she clarified. "I don't get how it works."

Shit, Will thought as he pulled away from her. This was getting a lot more serious and he wasn't sure he could cross that line. Feeling him pull back, El was suddenly worried she had messed up and he was going to send her away; he had said it was something you didn't talk about, but she just wanted to understand.

"El, I really don't think that's a good idea. It's one thing to tell you about it, but a lot bigger deal if I were to show you."

"Okay," El whispered, a sniffle in her voice as she realized she had once again crossed one of those social lines everyone but her seemed to know about.

Will could hear it in her voice too, and wanted to reassure her.

"El, its okay," he said, scooting closer and pulling her into a hug. "Really, it is."

"I'm sorry," she said, feeling a little better, "I just want to understand. I hate never understanding things."

Will could empathize; he understood how much of the world she had missed out on. He also couldn't deny the idea was starting to sink in as not being so bad. It had now been two nights since she had spotted him, and he hadn't gathered the courage to finish what he started; the pressure in his mind was starting to build up.

"Mike could never know," Will said, the words out of his mouth before he could stop himself.

"What?" she asked, confused as to what he meant.

"I mean, it's a sex thing, and that is normally between people in a relationship. Mike would probably be pretty mad if he found out I showed you; Hell, he might be furious about me even explaining what I have. So, if I were to show you, Mike could never know."

El was honest to a fault, and he thought just maybe this would put her off the whole idea.

"I won't tell Mike. I won't tell anyone," El agreed, shocking Will. "Can you show me?"

Against his better judgement, Will nodded his head in agreement. While El reached over to switch on his bedside lamp, Will pulled the sheets off their bodies. El turned back, taking in the sight of Will. His tight stomach was topped with just a few initial dark hairs, leading down from his navel and disappearing beneath the waistband of his dark-green, plaid boxers.

"Are you sure?" Will asked, as he grabbed the top of his underwear.

"Yes," El nodded.

With a deep breath, and wondering why he wasn't feeling more shy about this, Will lifted his butt off the bed and slid down his shorts. His cock, already half-hard and adorned with a dark patch of hair at the base, came into view and El gasped. Sitting up and settling cross-legged near his stomach, El watched as the shaft continued to harden and extend until it settled at a full 5 inches. She couldn't help but wonder how big Mike's got, but decided for the moment she didn't want to think about him.

"Now what?" she asked, looking back up at Will's face.

"Now, I just wrap my fingers around it like this," he said, demonstrating his preferred grip, "and I stroke it like this."

El watched, fascinated, as his hand worked over the length of his cock. Soft skin impossibly stretched up over the head on each stroke, then came back shiny and slick as he was soon leaking precum. She looked up at his face and saw he was watching her and the thought brought a blushing smile to her cheeks. As she turned back to watch what he was doing down below, El laid down again, her head resting on Will's chest, one hand on his stomach. She could feel the quick rise and fall of his breath. He rested a hand on her back as he worked, his fingers playing absentmindedly with her hair.

Will couldn't quite believe what was happening. The girl he had silently fantasized about only two nights before was now in his bed, curled up in his arms while he jerked off. He was certain it had to be some kind of dream, and any second now he was going to wake up with a sticky mess in his boxers. He was getting close, unable to hold back with the added stimulation of the situation, and realized he hadn't warned El about how the process ends; currently she was in the line of fire.

"El," he breathed, "I'm almost there. Scoot back."

She lifted her head and leaned back, assisted by his hand tugging at her shoulder. Will's breath got shallow and his whole body tensed. Unable to control himself any longer, Will came harder than he ever had before. With a breath caught in his throat and his back arching, Will shot off one jet of cum after another. The first sticky blob hit him right in the chin, two more hitting his chest and a fourth streaking his stomach. He was relieved he had gotten El out of the way in time, knowing that painting her face with his cum would have ruined whatever this moment was they were sharing.

El stared, wide-eyed as the scene unfolded in front of her. She had no idea if that was supposed to happen, and she looked to Will for reassurance. The smile on his face put her fears to rest, and she watched as shots of thick, white goo came out of his cock and landed across his body. Reaching out, El touched her finger to one puddle of the stuff on his chest; it was warm, slimy and just a little sticky. She had some idea, from her talk with Joyce, about what the stuff was. She would ask Will about it later, but for now she didn't want to interrupt Will as his breathing slowed and his eyes slowly opened again.

He blushed hard as their eyes met, and he cleared his throat.

"And...that's how it works," he mumbled out, a little embarrassed now that the moment had passed.

He could see there was no judgement on El's face, only grateful appreciation that he had actually shown her. After cleaning himself up with a discarded t-shirt and turning out the light, Will laid back down and El curled up to his side the same way she always did.

"Thank you. For showing me," El said.

"You're welcome, El." Will said sleepily.

He hoped, just maybe, she finally had her answers and this would be the end of it. He couldn't have been more wrong. The next day, nothing seemed to be any different between them. That night, Joyce had the evening off from work. El still found her way to Will's bed in the middle of the night, a bad dream interrupting her sleep, but she curled up with him the way things had always been before. The next night, with the house empty again, El came to him shortly after they went to bed. He stirred restlessly, unable to get comfortable with El in his arms for some reason.

"You can, if you need to," she offered.

"Can, what?" he asked, not sure what she meant.

"Masturbating. If you need to," she offered again. "You said it helps you sleep."

Will lay there, wide-eyed in the dark, not sure what he should do. He knew the right thing would be to say no, that this was different than trying to answer her questions. On the other hand, if she was offering, was it really hurting anything?

"Are you sure?" Will asked.

"Mm-hmm," El nodded against his shoulder.

Deciding he might as well, a stiffening cock already clouding his judgement, Will pulled back the sheets and slipped a hand into his boxers. Freeing his shaft and wrapping his fingers around it, Will began to stroke himself while El laid with her head on his shoulder, one hand resting on his chest. The intimate closeness, combined with how wrong it probably was, brought him around to a quick finish; not as spectacular as his first with her, but still just what he needed. He cleaned himself up quickly and slipped himself back under the waistband of his boxers.

"Better?" El asked, sleepily.

"Umm...yeah. Thanks El."

She smiled and settled in closer at his side, both soon asleep. And just like that, their new routine settled in. On nights when she came to curl up, she would ask if he needed to masturbate. Most of the time, he said yes. There was something special about doing it with El there, and she liked that it helped him out as well. In a way, El felt like it helped to thank him for taking care of her when she couldn't sleep. At first, they restricted it to nights when they were home alone. Soon enough, though, they grew more bold and sometimes did it with Jonathan or Joyce asleep elsewhere in the house. They hadn't talked about it, but El knew they would both be in trouble, probably Will more so, if anyone found out and she didn't want that to happen to him.

Thanksgiving came and went. Mike was there for the holiday, and though Will was on edge that their nighttime activities might come up, El kept her promise. Things between the three of them were just fine, though Will had to admit he felt just the slightest jealousy that Mike and El could be so openly affectionate. He knew El loved Mike, and what she had with Will was just a thing they did for comfort, but it left him longing for a girlfriend of his own.

It took a few days for her to return to Will's bed after the holiday weekend, Mike's lingering presence having their usual calming effect over her nightmares. But she came back to Will when the darkness crept back into her mind. One night, after Will had taken up her usual offer, El couldn't get comfortable. After tossing and turning, she tried moving back to her own bed. That didn't work any better and she came back to Will.

"What's wrong," Will asked as they lay there in the dark, concerned that her mind was so uneasy.

"I wish I had a penis," she said in frustration.

"What?" he asked, confused and stifling a laugh.

"If I had a penis, I could masturbate like you. Then maybe I could sleep," she explained.

The realization hit Will all at once; in explaining masturbation, he had told and shown her all about how _boys_ do it. He had neglected to explain, what little he knew of it, that it was an option available to her as well.

"Girls can do it, too." Will said, slowly.

El stared at him in puzzlement. "How?"

She didn't understand how it could work for her, without a penis to stroke, but she was also desperate for anything that might help. Will described, as he understood it, the things girls could do. She listened carefully, picturing the things he explained. It kind of made sense, but she wasn't sure. Since they were the only ones home, she decided to be bold.

"Can you show me?" she asked. "Mike won't know."

"I don't know El, that's a pretty big..." Will began before El cut him off.

"Please Will. I don't understand and I need your help. Please?"

He couldn't really deny her at that point. After all, she had been letting him do it nearly every night they were together. With a resigned sigh, he sat up and switched on the bedside lamp.

"Okay, so where do we start?" El asked, her innocence almost giving Will second thoughts.

"Umm...I guess, your shorts?" Will began. "I mean, only if you're comfortable with it. I can try to talk you through with them on, but it will be easier to point."

Without a second thought, El reached down and grabbed the hem of her sleep shorts, pushing them down her legs and peeling them off. Will gaped at her light-yellow panties, barely concealing her pussy beneath. In another swift motion, she grabbed those too, sliding them down and off, laying her pussy bare before his eyes. A few sparse hairs dotted two velvety lips - the first he had ever seen in person.

"What now?" El asked, eagerly.

"Now, it's about finding what feels best for you." he said.

Doing his best to ignore the stiff, throbbing cock in his boxers, Will sat cross-legged by El's waist, pointing and guiding, helping her find the important points. She tried gently stroking her fingers along the length of her slit, eliciting shivery chills that ran down her back. She tried inserting a finger into her tight vagina, the feeling a little unusual at first until she started slowly plunging it in and out, the tunnel moistening on each pass.

By far the best, she found, was working her fingers over her sensitive clit. She tried different speeds, different pressures, different motions, but soon found what she liked best. With a finger from her left hand working in and out of her tight hole, and her right hand swiftly teasing her sensitive nub, El felt a pleasurable pressure beginning to build in her stomach. She cursed the fact that she hadn't figured this out before.

The pressure was building and suddenly El got worried. She felt like she was going to pee, or die, or explode, or maybe all those things at once. Her breath was coming shallow, and whatever was going to happen was about to happen.

"Will? What's happening, Will?" she asked.

He could see the mix of pleasure and panic in her eyes, and he laid a reassuring hand on her arm.

"It's okay, El. You're okay. Just let it come."

El looked up into Will's kind, protective eyes. She bit her lip and nodded, fingers flying around her clit, another plunging furiously into her soaked pussy. Her breath caught and her whole body went stiff.

"Will!" she cried out as her body went crazy.

Her very first orgasm tore through El and she never wanted it to stop. She felt electric, practically rising off the bed as she continued to play with her drenched pussy. When her eyes finally pulled back into focus, she found Will's smiling face and she couldn't help but grin.

"That was..." she panted, stopping when she realized she didn't even have a word for how that felt.

"I know," Will agreed. "Think you can sleep now?"

"Yes," El giggled, reaching down to pull her panties and shorts back on, wiping off her fingers onto her underwear as she did so.

"Thank you," El whispered, as they curled up together under the blankets again, the light turned out.

After a moment of hesitation, El leaned up and pressed a quick, soft kiss to Will's cheek before settling back, both of them quickly dozing off.

It was nearly a week before El found her way back to Will's bed. He assumed her newfound skill was helping her to cope with insomnia and nightmares. He found himself wondering if he should have just taught her that from the beginning and saved her a bunch of trouble, but the idea hand't even crossed his mind at the time. While he would miss holding her in the night, and the added thrill that came from masturbating with her in his arms, he knew it was probably all for the best if things ended before they got any more serious.

Like always, she eventually found her way back to him. The nightmare that woke her was a bad one, and she jolted awake with a scream in her throat. Will came running, and they nearly collided in the hallway. He knew she rarely wanted to talk about what the dream had been and just needed to be held, so he wrapped her in his arms as they stood in the hall.

That night, he held her, no offers made or taken. The next night, she came back to him at bedtime, afraid to be alone with her thoughts.

"Do you need to?" she asked, making the old offer once more.

He nodded sheepishly, not wanting to admit that he had missed it.

"Do you need to, also?" he asked, deciding to throw out an offer of his own, still not sure how he was suddenly so brave about all this.

El nodded and together they lowered their underwear and began the individual process of pleasuring themselves. El's head was on Will's left shoulder, his arm around her, fingers just inches from her breast. Together, they brought themselves to a peaceful, satisfying climax before redressing and drifting off to sleep.

A new routine formed after that night. Nights when they had the house all to themselves, which seemed to be most weeknights right now, they would go straight to Will's bed and, in silent agreement, undress and take care of their needs in each others arms. El found she liked teasing her nipples on occasion as well, so she usually removed her t-shirt, too. Will thought her small, pert breasts were absolutely perfect, and while it had been a genuine accident the first time he touched them, it soon became part of the routine that he would gently roll her nipple or softly squeeze a breast as they touched themselves.

Sometimes he would watch her hands, working away at her clit, while she watched him stroking his firm cock. Other times, and far more often, they would watch each other, their eyes locked as they brought themselves around. He learned the signs she was close, the short, quick breaths, the dreamy glaze in her eyes, the gentle way she chewed at her lip to keep from moaning.

It varied, who came first, but one orgasm always inspired the other. They would climax, breathing hard, fingers damp and sticky, bodies sweaty. Sometimes one would moan the others name, sometimes they were silent. As they would settle to sleep, El would plant a kiss to Will's cheek with a whispered "thank you."

They weren't sure just what all this meant, this routine they had fallen into. They both recognized there was a boundary they couldn't cross, and hoped they hadn't already crossed too many smaller ones. El loved Mike, she wanted nothing more than to be with him. If they had to stop, for the sake of her relationship with him, she knew they would and that Will would understand. At some point, she knew, Will was going to get a girlfriend and that might also mean the end of their nightly sessions, and while she would miss it, she would also understand. During the day, in all other aspects of their life, things were the same as they had always been. This was just something they did at night, to help each other feel good, to comfort and relax.

They took another step forward just after New Years, an advance they hadn't expected. Joyce and El had walked Will to the bus one icy morning, and on the way back, El took a bad spill. The doctors at the ER said she was lucky, it was only a bad sprain and with a splint, her wrist would be feeling good again in a couple weeks.

The painkillers they sent her home with helped her to relax enough to sleep those first few nights. After that, the frustration from a lack of release started to get to her. She tried her best, but things just didn't seem to work right with only her left hand. El managed a mediocre orgasm that did little to help, but it was good enough. The next night, unable to take it any longer, she came to Will again, tapping at his door.

"What's wrong?" he asked. "Is your wrist hurting? Do you need your pills?"

El shook her head sheepishly, sitting on the edge of his bed.

"I can't use my right hand, and I just can't seem to get the rhythm down with my left."

A thought ran through Will's mind, and he pushed it away just as fast as he could. Then, El asked it for herself.

"Could you?" she began, hesitantly. "Could you do it for me?"

Will nodded, knowing she wouldn't ask if she wasn't desperate.

"Mike can't know." he said, throwing out their usual mantra.

It wasn't even necessary to say anymore, but they always agreed to it, whenever things took a step forward. After helping her lay down on the bed, Will took hold of the hem of her shorts, sliding them carefully down her legs. He discovered, much to his delight, she hadn't even bothered with panties beneath.

Laying down at her side, and carefully positioning her arm where he wouldn't jostle it, Will looked up into El's eyes for confirmation that she wanted this. She gave him a gentle nod, desperate for relief and secretly excited at the idea of him doing it.

Reaching down, Will ran his fingers teasingly up El's thigh. The touch of his fingers were electric. He reached her pussy, moist heat radiating outward, and dipped a finger gently into her folds. El let out a shuddering moan as he reached her most delicate, sensitive places. He ran two fingers around her clit, stimulating the nub and quickening her breath.

She didn't want to admit it, but she had been wanting him to do this for a while now. So many nights, as she lay in his arms, she had thought how easy it would be to take hold of his hand and guide it down between her legs. Now she kicked herself for not doing it sooner. Her body was on fire as he fingered her, his hand suddenly dropping lower and a digit slipping inside. The thrill of it not being her own hand was almost too much.

With his middle finger working in and out of her tight vagina, Will applied a swirling pressure around her clit with his thumb. The sensation was all too much, and El came hard, her body shuddering and her breath coming in shallow gasps.

"Will," she moaned. "Don't stop. Keep going."

Happy to oblige, Will kept at it. He alternated fingers, first his index, then his middle, coating both in her slippery juices. He brought them up to her throbbing clit, swirling pressure over the nub and keeping her panting for more. He had a moment of indecision, which finger to slip back into her pussy for more and slid both, instead.

"Mmmmm," she gasped, feeling full. "That. More."

With two fingers buried deep inside her, and his thumb working over her clit, El was quickly losing herself to the feelings building in her gut. Her body was alive like never before and her panting breaths carried Will's name. Unable to contain his own excitement, Will threw a leg over El's, pressing his stiff cock to her thigh. As he worked his hand over her pussy, bringing her as much pleasure as he possibly could, Will slowly flexed his own hips, rising and falling in time with El's, grinding his cock against her leg. She could feel him, knew what he was doing, and it turned her on even more.

"Take off your boxers," she ordered, knowing it just had to feel even better skin-to-skin.

Slipping his fingers out of her with a wet plop, he grabbed hold of his boxers and gave them a shove down. Slipping them off his feet, Will resumed his position, his cock now resting against the burning skin of her thigh.

"Better?" she asked with a smile.

Will nodded, and with a firm roll of his hips, buried his fingers deep in her cunt again. With her good hand, El slipped up under her shirt and sought out a nipple, rolling it firmly between her fingers. She let out a shuddering gasp and knew she wouldn't last long. She heard Will's breath quickening and could tell he was getting close as well, her leg getting slick with the fluids he was leaking.

"Will," she breathed. "Faster. Fingers, faster."

He complied and El let out a small whine. She was right there, she could feel the crest of the wave.

"Will. Will. Will." she chanted softly with each thrust of his fingers, matching time to the thrust of his hips and the rise of her own.

"Will. Will. Wiiiiillllll," she moaned, rising almost to a scream as she crashed. Juices flowed from her pussy, hot and wet, coating Will's hand.

"El. El I'm..." Will cried out, bucking hard against her leg.

He came, too. Wave after wave of hot cum shot out, trapped between stomach and thigh, each new thrust lubricated by the last. They continued to buck hard against one another, each riding out their orgasm to its blissful, panting finish.

He looked up into her eyes, their faces red and painted with bliss. It was normally her move, but he couldn't help it, leaning in and pressing a soft kiss to her cheek. As badly as she wanted to meet his lips with her own, she held back, returning a kiss to his cheek as well.

"Thank you," she whispered, in contented bliss.

El had been forming a set of lines in her mind, ones she wouldn't let herself cross, things that felt special and should only be shared with Mike. A kiss to the lips felt sacred and intimate and only for him. She knew real, actual sex was something she only wanted with him. While she didn't know what lay in between, she knew there was a wide chasm between that, and what she and Will were currently doing, and she wanted to explore that space.

"Is there anything else we can do?" El asked.


	2. Chapter 2

**AN: When I first wrote this back in October (has it been that long already?) I intended it only as the single chapter one-shot. Thanks to some positive feedback and urging to take it further, and ideas coming to me in bits and pieces, I have assembled two more chapters for the tale. As laid out in the first installment, El has a line somewhere in her mind that she wont let herself cross. To do so would be a betrayal to Mike, and to Will, and herself. As long as she keeps to the proper side of that line, Mike doesn't have to know. So, here is El and Will's journey toward that line.**

* * *

El liked learning from Will, not just the sexual things, but all those aspects of school and life she had missed out on. He was patient with his explanations, learning to read her expressions when she wasn't quite getting it. In so many ways, it felt like with Mike, and if she had to be stuck somewhere apart from him, she was glad it was here with Will.

That said, learning about sexual things with Will, exploring themselves and each other, was something that had quickly become one of her favorite parts of life. Even when it was something he didn't know himself, and they were figuring it out together, his shy hesitation paired well with her naive curiosity. Neither was worried about offending or upsetting the other, and they just sort of clicked.

Will helped El out another time or two, bringing her to a blissful orgasm with his fingers buried deep inside her, but soon enough her wrist was feeling better and things went back to the way they had been before. They tried to tell themselves it was just to relax, or for some kind of comfort, but they knew better. If that's all it was, they could take care of their needs alone, in private. El loved Mike and wanted nothing more than to be with him. She knew it, and Will knew it, but neither could deny they shared some special connection and owed it to themselves to explore it, just a little.

Their nights had become routine, El curling up in Will's arms, each taking care of themselves while getting an extra little thrill from the other's company. With Joyce or Jonathan in the house, they stayed clothed and quiet, a hand discretely down the front of their pants. With the house to themselves, they would get naked first, heated flesh coming together as they cuddled. They would cum, the other's name on their lips and let the bliss wash over themselves as El curled up to his side to sleep.

There were also the occasional nights when a particular mood came over them, unplanned and yet agreed upon, when things started going further again.

"Will, can you?" she would ask, no further explanation needed.

"Of course," he'd respond warmly, rolling onto his side, his hand already seeking out those delicate folds between her legs. It wasn't long before he started asking her in return, "Can you, also?"

She'd give a nod and reach down, her hand wrapping gently around his stiff cock. He'd moan her name as she began to slowly stroke him. She'd gasp as his fingers entered her. It was intimate and intense, and a true test of their willpower. Laying on their sides, forehead to forehead, they'd look deep in each other's eyes as their hands brought perfect pleasure to the other . She would feel his warm breath quicken, his lips so near to hers. It would be so easy to close those final inches and kiss him. But she held back, as she knew she had too. Whatever her reasons, she couldn't cross that line. She couldn't do that to Mike, or to Will, or to herself.

That familiar heat would rise in her stomach as Will's fingers plunged deep, his thumb working away at her clitoris. She would feel her climax coming up fast and she would scoot herself closer to Will, their bodies almost pressed together. She would cum hard, her pussy clenching tight around his coaxing fingers. She'd stroke him faster, bringing him over the edge, covering her stomach with his thick, sticky cream. Panting hard, she would ride his fingers as though her life depended on it. In post-orgasmic haze, she would whisper his name one more time and press her lips to his cheek.

In March, they took another step forward. Joyce and Jonathan both had late shifts, so Will and El headed to his room together when they were ready for bed. She had been feeling those extra urges all afternoon, and was about to pose her question, when Will beat her to it with one of his own.

"El, do you trust me?" he asked, watching her close in the pale light of the room.

"Always," she agreed, not sure what he had in mind but absolutely trusting him.

"There's something I'd like to try," he went on, helping her to sit up and gently tugging her t-shirt off over her head. "Something I think you'll like."

As she lay on her back, he settled at her side and kissed her neck, slow and gentle. For a moment she tensed, ready to push him away if he moved toward her lips, but he stayed right where he was. It was something they had already talked about, more than once in fact, and she had just told him she trusted him. She relaxed again, soaking in the delicious feeling of his lips on her sensitive skin. As the kisses deepened she leaned her head to the side, a soft moan escaping her lips, giving access to more of her neck. Slowly he began to kiss lower, down her neck, along her collar-bone and down the center of her chest. He moved his mouth to one side, pulling a nipple between his lips. Swirling the stiffening nub with his tongue, he made his way across to the other, one hand coming up to delicately squeeze the breast he had just abandoned.

El wasn't sure just where all he was going with this, but she was quickly losing herself to the moment. Each time he gently sucked at her nipple, or applied a light, nibbling pressure with his lips, electric thrills ran up and down her spine. Will's kisses soon started south again, down her chest and across her stomach, peppering her smooth, pale skin with caresses of lips and fingertips, and she was beginning to understand. After slipping her shorts off, he shifted around and lay between her legs. He began kissing her again, his lips working their way up the sensitive inner-skin of her thighs. Closer and closer he approached as El held her breath.

Then, all at once, his tongue reached out and gave a gentle swipe along the length of her labia, her sensitive lips practically pulsing under the new sensation. He looked up, eyes crossing the flat expanse of her stomach until they caught sight of her own, eager to make sure she was enjoying his new attempt. With a nervous smile, El gave him a nod and Will pushed forward, tongue sinking between her lips and beginning to explore.

It was unlike anything she had ever experienced. Her fingers felt good, Will's even better. But this, the warm, moist flesh of his tongue brought out feelings beyond compare. He started slow, improvising based on the things he had heard in the locker room and on the school bus. He ran his tongue up and down the length of her pussy, drinking in her sweet taste. Stiffening the tip, he probed at her tight vagina, already growing damp and slick, before working up to her sensitive clit. That soft point of her pleasure was quickly swelling, almost reaching for his tongue as he wrapped his lips around it, gently sucking, nibbling softly, before going to work again with his tongue.

El felt as though she was coming unglued and twisting inside out as Will worked over her clit with his tongue. It felt beyond anything she could imagine, better than she even thought was possible. She wasn't sure if she was moaning his name aloud, or just in her head, but he kept hitting just the right spots, making her vision go blurry. He lowered his tongue again, probing at her dripping opening, lapping up the slick juices, before going lower still, swirling a stiffened tongue across the rosebud of her ass.

She practically came at the sensation of his mouth in the last place she expected him to go, but held back. She wasn't sure if it was selfish on her part or not, but she didn't want the moment to be over yet. Her hands rising to her chest, working at her stiff and sensitive nipples, El wrapped a leg around Will's back, urging him upward again. He got the hint, clamping his mouth back around her clit, sucking lightly and taking broad, slow strokes with his tongue. As he did so, he brought a hand up and worked first one, then a pair of fingers into her tight pussy, adding to the pleasure coursing through her.

"Will...deeper," she groaned, losing herself quickly to the warmth flooding through her.

She was close. She knew she couldn't hold back much longer, her breath already coming shallow and fast. Bringing one hand down, she wrapped it around the back of Will's head, encouraging his face deeper. Feeling her urgent longing, he pressed his face in closer, increasing the pressure of his tongue and picking up the pace. His fingers followed suit, probing deeper, working faster, her hips rising to meet him.

"Will. Yes. Will...I'm...I'm gonna..."

El came hard, a moan escaping from deep in her chest. Juices flooded out and soaked his face as she held him there, pulling his face even tighter. Her hips flexed with an burning need, humping her pussy hard against his outstretched tongue, desperate to carry the moment on a little longer. He slowed his fingers, letting her set the pace as she rode them through her climax. Finally, with more than a little reluctance, she came to her senses and released the grip on the back of his head. Will came up for air, panting hard through a proud smile of his own and settled down at El's side.

"So, was that alright?" he asked, well aware of the answer as El pressed her lips to his cheek.

"Mm hmm," she agreed, tasting herself on his face as she came back for another kiss, lower along his jawline. She was in a delicate place and fighting hard not to close the distance to his lips and cross that line.

"That was very. Very. Good," she said, punctuating each word with another kiss, working down toward his neck. As he sat up, reaching for his t-shirt, she asked "What about you? Don't you still need to?"

Will blushed, looking down at his lap. "I...already did," he admitted with a small laugh.

The dark, wet spot in his boxers was impossible to miss and El could put together what had happened. Another ripple of pleasure shuddered through her as she pictured him cumming in unison with her own climax, his cock driving desperately against the mattress. She smiled, settling in to his side for a blissful sleep. If Will had enjoyed pleasuring her so much that it got him off as well, maybe it was something they could do again.

Like always, they fell back to their normal routine after that. They both knew if they didn't take a step back after each new discovery, things would move too fast and they would go too far. A few weeks passed, Will went down on her another time with equally spectacular results, and their lives moved forward. El could feel herself growing addicted to the things they did and she talked about it at length with Will one night, terrified she would ruin things if he started to feel like she was just using him to get off.

Always better at sorting out feelings that she was, Will helped El to clarify just where they stood, and she came to realize they were both on the same page about things. At the heart of it all, the things they did were actually helping her. On the nights they got together, whether taking care of themselves or each other, El's nightmares stayed away. She slept better and was more rested and at peace. While Will couldn't deny the things they did felt amazing, and the fact that a pretty girl wanted to fool around with him was a dream come true, there was more to it than that for him as well. It felt good to help her, knowing everything she had done for him in the past. As much as she liked to downplay it, she had saved his life, and been ready to give up her own in the process. If what they did now could help repay her in any way, he was ready and willing. He knew the day would come when El would be back with Mike, and he would be elated for her even if it meant the end of what they were doing. Until that day came, though, he would help her and they would enjoy each other's company.

It had always been a nighttime thing, something they did to relax so they could drift off to sleep. It was a habit that never saw the light of day, and something about the quiet peace of darkness made it feel disconnected from the rest of their life. El knew deep down they would take that step at some point, and as always, they would adjust.

It was midterms for Will, and he was stressed out worse than El had ever seen him. For two days now, he had spent every waking minute switching back and forth between his trigonometry textbook and one from world history. She had done her best to stay out of his way, giving him quiet and space to study, but the frustrated sighs coming from the dining room table were starting to worry her. She wanted to do something - anything - to help him calm down and realize that he was going to do just fine on his tests the next day.

An idea came to her, not one she had contemplated before, but it seemed worth a shot. She looked at the clock, relieved to see it was only 4:15. Joyce didn't get off work until 5:30, Jonathan not until 6:00, so there was no risk of anyone coming home and catching them. She got up from where she had been reading on the couch and walked over to Will, wrapping him in a hug from behind and laying her head on his shoulder.

"Are you alright?" she asked, concerned at how much tension she could feel in his shoulders.

"Yeah," he said with a heavy sigh. "I just...I don't know. I'm not feeling great about either one of these," he said, indicating the pair of books open in front of him.

"Can I try something I think will help? Do you trust me?" she asked, unwrapping her arms and scooting around in front of him.

Not sure what she was meaning, and desperate for anything that might help, Will nodded, bringing a smile to El's face. Reaching out a hand, she pulled him up out of the chair and led him over to the couch.

"Just sit here."

He was about to ask what she was planning, when she knelt down between his legs. He stared back at her in disbelief; she couldn't possibly mean that, could she?

"El, you really don't have to..." he started to object, certainly wanting what she was offering, but not wanting her to feel like it was anything she had to do.

"Shhh..." she quieted him, hands on this thighs, pushing them further apart. "You help me all the time. I want to help you."

Settling back, his cock already beginning to stiffen in his pants, Will watched as El reached out, unbuckled his belt and then released the snap on his jeans. Grabbing the waist of his pants, El began to tug them down as Will lifted his butt off the couch, giving her easier access. His boxers followed moments later and El got her first good look at Will's cock in the light of day. It was bigger up close, the shaft firm but still soft to the touch, the thick head a rosy blush as it waited in anticipation for her.

Leaning in close, she started to plant little kisses up his thigh, just as he had done with her, feeling Will's growing excitement as she inched closer. She wrapped a hand gently around his shaft, inspecting him closely as she decided on a course of action. Looking up and catching Will's eyes, she leaned in and planted a kiss to the head of his cock. Then another, and another, each time her lips sinking just a little bit further. She kissed her way down one side of the shaft, then back up the other.

"Good?" she asked, making sure she was starting off right.

All Will could do was nod, a contented glaze already beginning to fall across his face. Wetting her lips, she wrapped them around his cock and began to sink down, dropping a little then rising up again, before dropping deeper. She wasn't sure just how much she could take in, but she was determined to try to get it all. On her next rise, she swiped her tongue along the sensitive underside of his shaft as she went, doubling the feeling for him as she did so.

"Oh El...oh fuck that feels good." Will moaned, fighting to keep from cumming right then and there.

El let out a small giggle, as best she could with her mouth full, the vibrations sending an electric thrill up Will's back. She always found it cute when she could get him to swear like that, profanity usually so out of character for him. She sank her mouth down again, fighting off a gag and finding she had his full length in her mouth, the head nudging into her throat. She held there for a moment before pulling back to take a breath. She could feel the subtle raise of his hips, eager to nestle back into place as soon as he could.

She settled into a rotation, bobbing along the full length of his cock a few times, swirling her tongue as she went, before stopping to rest with the head lodged as deep as she could get it. Her mouth was soon a mess of slobber and precum, the slippery mix drooling past her lips as she raised up, but that only seemed to get Will more excited. His hips raised with more urgency, and she could hear that familiar quickening in his breath. She knew how this was all going to end, and she had to decide quickly where it was going to happen.

"El...I'm close," Will groaned, not wanting to finish yet but knowing he couldn't hold back.

Pulling back half way, El wrapped one hand around his cock, stroking the lower half while her lips bobbed deliciously along the upper.

"El, I'm...Elll" Will moaned, the first thick stream of cum erupting from his cock and splashing the back of her throat.

She swallowed hard, knowing more would be following close behind. The suction of her mouth urged along the second shot, and then a third, quickly overwhelming her ability to swallow it all. Thin streamers of cum leaked out the corners of her mouth as she continued to bob, her lips milking him dry. El slipped a hand down the front of her jeans, pressing her fingers into her dripping pussy, suddenly understanding the thrill Will got when he ate her out.

Pulling her lips off Will's cock, El caught his satisfied eyes again as she wiped a thumb around her lips, capturing the cum that had leaked free. Taking hold of her hand, Will pulled it to his own lips, sucking her thumb clean, his eyes locked on hers. El shuddered at the sensation, knowing as soon as Will went back to studying she was going to go lie down and make herself cum hard with that thumb tucked in her mouth.

"So, how do you feel now?" El asked, hopeful this had done the trick and relieved some of his stress.

Will smiled, pulling her up onto the couch and wrapping his arms around her, his face buried hard in her neck for fear he would lose himself and kiss her.

"I feel great," he admitted. "Thank you, El. Really, I mean it. Thank you."

Their routine shifted a little after that point. The intimate moments, wrapped in each others arms, hands working their healing magic, remained a nighttime thing. Nightmares were soothed and held at bay, and insomnia relaxed away, in the comforting silence of Will's bedroom. Stresses of the day, frustrations of school and studies and life, were sorted out in the light with oral assistance. El found she rather enjoyed giving Will the occasional blowjob, payback for helping her in the night. Will got a great deal of enjoyment eating out her eager, dripping pussy, loving how she would cry out his name as she came. Once, on a whim, Will licked El to back-to-back orgasms as she was laid out across the dining room table. It was an odd addition to their routine, and perhaps something that went beyond the reasons for their nighttime exchanges, but as always, it worked for them.


	3. Chapter 3

El always kept her eyes open, watching carefully for that moment her toe touched the line. She knew she would recognize it when they finally reached it - that imaginary line that, once crossed, meant she had truly betrayed Mike, betrayed Will, and taken things too far. The things they did were meant to feel good, to help each other and themselves, but they agreed they weren't supposed to mean anything. If it started to mean something, if the feelings ran too deep, they had gone too far.

"Are you sure you guys will be alright?" Joyce asked, one Friday afternoon in May. "I just hate to leave you both alone for so long."

Jonathan had rented an apartment up in Chicago, and Joyce was helping him move his things. It would be late by the time they got there, so her plan was to grab a motel room for the night and drive back first thing in the morning. That meant, for one blissful night, Will and El had the whole house to themselves with no one around until mid-morning.

"We'll be fine, mom," Will reassured her. "We've got a pizza on the way, and we'll probably crash in front of a movie or something."

"Alright, well...if you're sure."

"We'll be fine," El agreed, pulling Joyce into a hug. "Now go; you still have a long drive tonight."

They watched from the porch as first Jonathan, and then Joyce, backed out of the driveway and started down the street. A few minutes later the pizza showed up and the two settled on the couch in front of a movie. El let Will pick, so it was Star Wars again, not that she minded; she didn't want to admit she had actually started to like the trilogy.

After they had each polished off a few slices and decided they were full, El closed up the box and slid the leftovers into the fridge. Coming back, she sat down and curled up at Will's side. As always, he immediately put a warm, reassuring arm around her and she fund herself letting out a contented sigh. She glanced up at the clock, reassuring herself that enough time had passed and no one would be coming back, wrestling with another idea that had been rattling around in her mind for a while.

"I'm a little cold," El said, getting up from the couch. "I'm going to go get a blanket."

She came back a minute later, wrapped in the comforter from her bed and settled back down beside Will.

"Want to share?" she asked.

"Sure," he smiled, scooting closer as she unwound a bit of the blanket and pulled it over him.

Only as he wrapped his arm back around her shoulder did he realize she was now missing a shirt. Sliding a hand slowly down her side, he realized she was completely naked under the blanket.

"I thought it would be more comfy," El said with a grin. "It's not like we ever have the house to ourselves like this. Want to join me?"

Will gave a nod and El leaned back while he removed his shirt, jeans and boxers, discarding them on the floor beside the couch. Snuggling back up to his side, El reveled in the warmth of his bare skin against her own. There was a comfort and safety in the feeling she couldn't explain, and she found she couldn't get enough of it. They resumed watching the movie, and while El didn't have any further plans beyond the security of his arms, she was beginning to feel those longings to be extra close to Will. Slowly her hand crept down, inching its way along his stomach until her fingers wrapped around his already stiffening cock. She gave it slow, nonchalant strokes, not intending to make him stop watching the movie but just wanting to do something while they did.

Will shifted, pulling her in tighter with his left arm as his right reached over and snaked between her legs. She gave a soft moan as his fingers found their way between her lips, stroking the places he knew she loved. They did their best to continue with the movie, but found they were paying less and less attention all the time, regularly turning to watch each other instead.

Suddenly feeling much too warm, El tossed off the blanket, their bodies on full display for one another. No matter how many times he saw her, that first reveal of El's body sent a thrill up Will's back. Her smooth, creamy skin, those pert, firm breasts, the way her whole body shuddered as he drove his fingers deep into her. It was all perfection and for a moment, the whole world was gone and it was just the two of them.

"You're beautiful," Will whispered, his eyes locked on hers as his fingers once again hit the perfect spot.

"Mmmm," El moaned, riding out the wave radiating up from her core. "You are too."

El couldn't deny it, she liked how Will looked; especially in the light of the living room. He had grown a few inches since they moved, and gym class had helped him put on some muscle as well. The small, timid boy she found in the Upside-Down was gone and she could see the confident, strong man he soon would be. Mostly, he was beautiful to her, simply because he was Will - her brother and her best friend.

The movie slowly faded into the background, their eyes instead watching each other. Will pulled her in closer, El's free hand coming to his chest, tracing small, slow circles. Her fingertips stiffed, clawing lightly at his skin as Will curved his fingers a new direction, somehow feeling even deeper and fuller inside her. Their hot breath came quickly, their bodies rising in time to the swelling music coming from the TV. Will's hips rose to meet El's hand, sliding deep between her slippery fingers. El ground down hard against Will's outstretched fingers, her clit seeking the delicious pressure of his thumb. On the TV, the music continued to rise, the climax so close.

Neither paid any mind to the movie, forgetting it was even there. As Luke fired his fatal shot at the Death Star, Will reached his peak and fired off into El's hand, coating both their bodies in his hot, thick cum. Amid Will's moans of pleasure, just as the Empire's fatal weapon was vaporized into a cloud of debris, El exploded too, burying her face in Will's neck and riding hard against his fingers. She was panting, desperately driving his digits deeper, stroking his cock and milking every last ounce of pleasure out of the moment.

Will pulled his soaked fingers free of her pussy, wrapping his arms around her and bringing her in tight.

"El, I...you're amazing," he said, his mind still a fog and words hard to assemble.

"Will," she began softly, "That was..." She shuddered, unable to find the right words. "Thank you. I...I think I need to lie down."

She stood on still trembling legs, extending a hand out to Will and inviting him along. Grabbing hold of her comforter in her other hand, El drug it along as they started down the hall toward their rooms. Until now, everything they had done in the night had taken place in Will's bed, the location necessary for their excuse of why she always wound up there. Tonight, they had a new opportunity and she didn't want to waste it, so she stopped at her own door instead.

"Is this alright?" she asked.

"Of course," Will smiled, following her in, the dim light from the hallway casting a glow across her purple sheets.

They settled on her bed, and while El had come in with every intention of sleeping, that relaxing bliss still coursing through her, she found herself wanting things to continue. As they lay there in each others arms, El's hand snaked back down between Will's legs, coaxing his member quickly back to attention.

"Really?" Will asked, not at all disappointed.

"I can't help it," El admitted. "I just...I feel like I need to be close to you tonight. Who knows if we will ever have another night to ourselves."

Without waiting for a response, El scooted down the bed and settled between his legs, ready to give him the first opportunity at a little more relief, knowing she tended to be blissfully incoherent after his tongue satisfied her needs. She kissed her way up his thigh in her usual fashion, and was about to sink his head between her lips, when Will stopped her.

"Wait," he said, cupping a hand to her cheek. Immediately El began to question if it had been a bad idea; if she had pushed things too far.

"Swing your legs up by my head," he continued, wanting to try another of the things regularly discussed in locker-rooms.

El wasn't sure what he had in mind, but went along, happy he didn't appear to be putting a stop to things. Using those strong, protective arms that always made her feel so safe in the night, Will maneuvered her body on top of his own, his skin deliciously warm against her own. It all began to make sense as she realized what part of her was close to his mouth, and where her own mouth still lined up.

Not wanting to waste another moment, El planted a quick kiss to the head of his cock and then began to lower her head down, taking in his length between her wet, eager lips. Seconds later, she felt his hands on both cheeks of her butt, pulling her in close as his own tongue began to explore. El gave a moan against Will's cock, a shudder rippling through her body as he held her firm, his mouth working expertly away at her dripping pussy.

El bobbed her head low, not able to sink him quite as deep from her current angle, but reveling in the moans she was eliciting from him. Long, slow swipes of her tongue combined with the tight ring of her lips sent a shudder through Will, with an accompanying flutter of his tongue El thought was just about perfect. Short strokes where she let his head pop all the way out of her mouth brought Will's hips rising off the bed, desperately seeking a return to the warm embrace of her lips. Quick, half-bobs at the top of his cock while her hand stroked the lower length brought his breath to rapid shallow pants; an early sign of his approaching completion. She cycled through her moves, keeping him feeling good but not letting him get too close, her mind occasionally going fuzzy from Will's own oral assault.

At the other end of the bed, Will was on cloud nine. El knew just how to get him going, his mind in a constant fight between losing himself to the feelings and wanting to make it last. He only hoped he was making her feel just as good. He had learned quickly the things that she liked, and worked down through them all. Quick, rapid flicks with the tip of his tongue. Long, slow strokes with his tongue pressed wide against her wet pussy. Wrapping his lips around her clitoris, nibbling ever so gently before sucking on the nub. He ran his hands gently up and down her back, working his fingers up through her hair and tracing back down along her shoulders. Wrapping down and between them, he took her breasts in his hands, teasing at her tight nipples. All the while, his tongue continued sending waves of pleasure rippling through El.

She was getting close, and El didn't know just how much longer she could hold on. Coming up on her elbows to get a better position, she sank Will's cock deep in her mouth, hitting the back of her throat and fighting off a gag. Slowly she drew back, hollowing her cheeks before sinking again.

"Will..." she moaned with a shudder, her mouth full.

She drew back again, lifting completely off his cock and fighting for breath. Wrapping one hand around his shaft, she resumed stroking him, bobbing him back into her mouth when she could, but her coordination was quickly falling apart as she hit the edge. A shudder rippled through her as she came, her legs trapping Will's face. She rode his tongue hard, stretching it out as long as she could. All at once, she felt Will tense up in that familiar way, letting her know he was right behind her. Unable to get him back into her mouth in time, Will fired his first shot of cum, hitting her nose and splashing across her cheek. By the second, he was back inside, filling her mouth with his thick, salty cream. Swallowing hard, she cleared her mouth just in time for another.

Their bodies writhed against one another, their mouths desperately trying to drag the other's pleasure out just a little longer. As their breathing slowed, El turned around and crawled up into Will's warm, waiting arms, both their faces a mess of saliva and bodily juices. El pressed her usual kiss to Will's cheek, tasting herself all over his damp skin. Will returned the affection, planting several kissing down her jawline.

"El, that was..." Will began, another satisfied shudder running through him. "There's not a word for how good that was."

It was a rare first for them, being able to remain exactly as they were, not bothering with clothes or hiding what had just happened, and just drift off in each others arms. They were both early risers and would be up, showered and dressed long before Joyce came home, so for now, they could just be. El curled herself into the warmth of Will's arms and soon both were fast asleep.

It was a few hours later when El woke again, momentarily confused about where she was. The familiar, soft glow of her nightlight reassured her she was in her own bed, but Will was still there, his skin warm against her back and his arms wrapped tight around her. Their evening drifted into her mind, bringing a smile to her face. Maybe they had taken a little more advantage of having the house to themselves than necessary, but it was a rarity, and she did feel at peace and the nightmares were staying away.

Thinking about it all, she felt that warmth growing in her core again. She was feeling something else too, something she had been trying to label for a while. Despite all her time out of the lab, learning everything she missed out on growing up, words were the one thing that always seemed to remain just out of grasp.

"Will?" El whispered, slowing turning around in his arms. "Will, are you awake?"

"Hmmm?" he answered, sleepily. "Is everything alright?"

"Yes, I just...there's something I need to tell you."

Will shifted a little, waking himself up more so he could listen to her.

"I want to thank you, Will. You're always so kind, and patient with me. You're always taking care of me, keeping the nightmares away and helping me feel better when one slips through. I really don't think I would have survived this last year if you weren't so good to me."

She paused, taking a deep breath, and continued on, "I don't mean this the same as with Mike...I'm sorry, that sounds stupid. I mean, it's different, but the same, and I don't even know if this makes sense. But I just need to say it...I love you, Will."

She watched him nervously in the dim light of the room, hoping he understood what she meant, when she only barely got it herself. To her relief, he smiled.

"I understand what you mean, El. I know what we have is complicated, kind of siblings, best friends and something else that runs deeper. But I get it. And, I love you, too, El."

She pulled her arms tight around Will, burying her face in his chest with a smile. A weight felt like it had been lifted off her chest, finally putting a word to the feeling. She loved Will, a different love than what she had for Mike to be sure, but a love all the same. Riding that mental high, another thought crept into her head, an idea that had been coming to her in recent weeks.

"Will, I want to try something. Is that alright?"

He gave her a nod, and El smiled, climbing out of bed and slipping on her satin sleep-shorts. Crawling into bed, she rolled Will onto his back and then lay down beside him, tracing fingers up and down his stomach, moving lower with each pass until she was gently griping his cock, quickly stiffening in her hand. She wasn't even sure if this was going to work, though a burning deep inside her told her it would. Satisfied he was hard enough, she sat up again and swung one leg over his hips and settled down, straddling him.

"El, are you sure?" he asked in surprise.

El nodded, her mind playing out its usual justifications. By the rules she had laid down for herself months ago, this was no different than the other things they had done. The skin of his cock was not touching the skin of her pussy and he wasn't going inside her.

Slowly, El drew her hips back, then slid forward again. Separated by the thin, silky cloth, her soft lips were spread wide around his shaft and she could feel each and every bump and curve of his skin. She repeated the motion, sliding a little further, gasping in surprise as the head of his cock grazed her clit. She could feel her shorts already dampening, the warm moisture only increasing how good it all felt.

The next time she pulled back, Will raised his hips, increasing the pressure where their bodies met, lengthening the stroke of his cock against her. The feeling was different, somehow more intense than anything they had done before. Perhaps it was the knowledge they were so close to one another, a thin layer of slick fabric the only thing keeping them apart.

El leaned forward, her hands resting on either side of Will's shoulders. She thrust against him again and again, forcing herself down hard, desperate for as much contact as she could make. In one smooth motion, before she realized what was happening, Will took hold of her arms and rolled their bodies over, settling atop her. His body enveloping her, his cock nestled warmly between her lips, he was now able to put his weight behind each thrust. El found herself in heaven, barely comprehending what she was feeling.

Her hands came to his back, her nails drawing slow lines across his skin. She could feel every inch of him there, spreading her apart, the heat radiating from his shaft as it slid over her again and again.

"Willlllll," she moaned, already getting close to a climax.

He pulled back a little further, the head of his cock lining up against the tight entrance to her vagina. Pressing forward again, the head strained desperately to make its way inside before finally slipping up the length of her soaked pussy, dragging hard against her flaming clit. It occurred to El that, were it not for her shorts, Will would be inside her right now.

The thought pushed her over the edge, his name leaving her lips as a squeal. Her nails clawed helplessly at his back, arms desperately pulling him tighter as her body spasmed beneath him. Will slowed, letting her control the pace, letting himself fall back from the edge. He thought perhaps she was done, when a wild frenzy flashed across her eyes.

Wrapping herself tightly to him, El rolled again, settling on top of Will, her hips continuing to grind slow circles.

Will gave her a questioning look, an encouraging smile on his face.

El blushed bright red. "I can't help it, I need it...need you. Is that alright?"

In response, Will took hold of her hips, pulling her down tight as he thrust upward to meet her advances. El leaned down, hooking her hands under his shoulders, giving herself more leverage as she pulled her body desperately against his. Over and over they thrust, her lips practically swallowing his cock, his head dragging deliciously against her clit. El's mind was going fuzzy, her whole body crackling with electricity. Will was getting close, desperately trying to hold out until El came again.

"Harder. Please, harder, Will," El cried out, not bothering to contain her voice in the empty house. "Please don't stop."

Slipping his hands inside her shorts, Will grabbed both cheeks, firmly massaging the muscles between his fingers, pulling her down harder. They were getting frantic now, their rhythm falling apart as their bodies ground together in blissful agony.

"Yes, just like that. Right there. So close. Yes. Yes! Will!" She screamed out his name, her body beginning to shudder against him.

"El, so good. You feel so good. Almost...fuck. Elllll!" he groaned, his own body releasing.

A gush of warmth flooded from El's pussy as she pressed herself as hard as she could against Will's cock. Will erupted between them, his cum hot and thick as he coated their stomachs. Skin hot and slick with sweat, they bucked wildly, limbs grappling to hold tight. Every inch of her body was alive and El felt everything going blank.

No longer able to support herself, she leaned down, forehead resting against Will's, riding out an orgasm that felt like it would never end. His lips were right there, so close she could reach out her tongue and graze them. She wanted so badly to kiss him, to thank him for making her feel better than she ever thought possible, for being exactly the person she needed at this moment in her life. Instead, she dove her head into the crook of his neck, peppering kisses up and down his throat. She licked and sucked at the warm skin, careful not to leave a mark but getting lost in his gasping breath as their orgasms finally subsided.

El had watched carefully for her line, knowing she would recognize it when she found it. One step more, one less bit of clothing, would be too much. She would feel to good, fall to deep. She would press her lips to Will's and beg him to put it inside her. She couldn't do that to Will or to Mike. But now that she knew where the line was, she could approach it without fear, and she would, just as often as Will was willing. And as long as she wasn't crossing that line, Mike didn't have to know.


End file.
